##### 



Exhibit 10.1.2
  Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  
    
    LNP, LLC (Midwest)
    
    Southwest Region Portability Company, LLC
    
    Western Region Telephone Number Portability, LLC
    
    Southeast Number Portability Administration Company, LLC
    
    Mid-Atlantic Carrier Acquisition Company, LLC
    
    West Coast Portability Services, LLC
 
 AMENDMENT
 OF
 AGREEMENT FOR NUMBER PORTABILITY ADMINISTRATION
CENTER / SERVICE MANAGEMENT SYSTEM
 FOR




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 LAW ENFORCEMENT AGENCY AND PUBLIC SAFETY ANSWERING
POINT ACCESS
 Page 2




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 AMENDMENT
OF
AGREEMENT FOR NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT SYSTEM
FOR
LAW ENFORCEMENT AGENCY ACCESS
 1. PARTIES
 Amendment Master Agreement Master Agreements Contractor Customer Subscribing Customer
 2. EFFECTIVENESS AND DEFINED TERMS
 st Amendment
Effective Date Subscribing Customers
 
    
    Mid-Atlantic Carrier Acquisition Company, LLC
    
    LNP, LLC (Midwest)
    
    Northeast Carrier Acquisition Company, LLC
    
    Southeast Number Portability Administration Company, LLC
    
    Southwest Region Portability Company, LLC
    
    West Coast Portability Services, LLC
    
    Western Region Telephone Number Portability, LLC
  3. CONSIDERATION RECITAL
  Page 3




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 4. BACKGROUND
 IVR under SOW 6
 IVR
 Request for Improved Access
  Amendment No. 53
  5. AUTHORIZATION FOR CONTRACTOR TO PROVIDE CERTAIN USER DATA TO QUALIFIED RECIPIENTS
  15.8 Law Enforcement Agency and Public Safety Answering Point Entity Access
 Scope
 Page 4




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 Qualified LEA Qualified PSAP Qualified Recipients LEAP LEAP Service.
    LEAP Service Agreement. LEAP Service Agreement
 Page 5




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
   Relationship to NPAC/SMS Services
 Liability
 Page 6




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  Inapplicability of Service Levels, GEP Elements and Benchmarking
Process.
 Required Provisions of LEAP Service Agreement.
 User Data Elements Provided LEAP Data Elements.
 LEAP Provisioning
 Page 7




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  Manner of Access
 Exclusive Use
 Page 8




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 Compliance with Laws
 Acknowledgment of Non-liability of Customer and Users Unpaid
Charges
 Termination
 Liability, Indemnification and Dispute Resolution
 Compensation
 Remain User Data
 Qualification.
 Page 9




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 Application Law Enforcement Agencies LEAs PSAP)
  (ii)
    
    Qualification
 a.
    
    Contractor shall
require that an LEA applicant: (A) certify that it is
a Law Enforcement Agency, and (B) provide the following
information: requesters name, title, organization,
street address, phone number, e-mail address, and, if
applicable, badge number or other applicable ID. Upon
qualification of the Law Enforcement Agency as a
Qualified LEA, Contractor may require additional
information for the purposes of establishing access to
the LEAP Service.b.
    
    Contractor shall
require that a PSAP applicant provide requesters name,
title, organization, street address, phone number, and
e-mail address.
 (iii)
    
    Evaluation
 a.
    
    LEAs  Based upon the
application, Contractor shall determine, based upon a
good-faith, reasonable interpretation of the
information provided by an LEA applicant, whether the
applicant qualifies as a Qualified LEA. Contractor
shall verify an LEA applicants organization through
the National Public
 Page 10




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 Safety Information Source database, or such other
similarly authoritative source (the LEA Sources).
Contractor shall independently verify the LEA
applicants name, title, and, if applicable, badge
number or other applicable ID by contacting the
identified organizations contact information set forth
in the LEA Sources. Other than the foregoing, Contractor
shall have no duty to investigate the accuracy of any
information provided by an applicant on such
application.
 b.
    
    PSAPs  Based upon the
application, Contractor shall determine, based upon a
good-faith, reasonable interpretation of the
information provided by a PSAP applicant, whether the
applicant qualifies as a Qualified PSAP. Contractor
shall verify a PSAP applicants organization through
the FCC Master PSAP Registry, or such other similarly
authoritative source (e.g., National Emergency Number
Association (NENA) North American 911 Resource Database
(the PSAP Sources). Contractor shall independently
verify the PSAP applicants organizational name, state,
county, and/or city by contacting the identified
organizations contact information set forth in the
PSAP Sources. Other than the foregoing, Contractor
shall have no duty to investigate the accuracy of any
information provided by an applicant on such
application.
 Confirmation Process
 Annual Reports
 (i)
    
    Compensation.
 Basis LEAP
 Page 11




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 Charges
 Cost Plus the Fee.
 Cost Cost
  
  
 Fee Fee
 Allocation.
 Page 12




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  Cost Review. Contractors Auditor LEAP Cost Review LEAP Cost Report LEAP Review Documents
 Customers Auditor
 Page 13




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
    Audit of Section 15.8 Performance LEAP
Service Audit
 Page 14




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  LEAP Service Audit Report
 Neutrality Reviews ( Assignment Agreement
 Page 15




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  Additional Causes for Termination
 6.
    
    IMPACTS ON MASTER AGREEMENT
  None
    
    Master AgreementNone
    
    Exhibit B  Functional Requirements SpecificationNone
    
    Exhibit C  Interoperable Interface SpecificationNone
    
    Exhibit E  Pricing SchedulesNone
    
    Exhibit F  Project Plan and Test ScheduleNone
    
    Exhibit G  Service Level RequirementsNone
    
    Exhibit H  Reporting and Monitoring RequirementsNone
    
    Exhibit J  User Agreement FormNone
    
    Exhibit K  External Design
 Page 16




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 None
    
    Exhibit L  Infrastructure/HardwareNone
    
    Exhibit M  Software Escrow AgreementNone
    
    Exhibit N  System Performance Plan for NPAC/SMS ServicesNone
    
    Exhibit O  Intermodal Ported TN Identification Service Agreementþ
    
    Exhibit P  LEAP Service AgreementNone
    
    Disaster RecoveryNone
    
    Back Up PlansNone
    
    Gateway Evaluation Process (Article 32 of Master Agreement)
 7.
    
    MISCELLANEOUS
   Ineffectiveness Determination Unpaid Charges
 Page 17




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
       [THIS SPACE INTENTIONALLY LEFT BLANK]
 Page 18




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
  CONTRACTOR: NeuStar, Inc.
    CUSTOMER: North American Portability Management, LLC as successor in interest to and on behalf of
Northeast Carrier Acquisition Company, LLC
       Page 19




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Amendment No. 53 (NE) Revision 1
    
    July 1, 2007SOW:
    
    þ
    
    Noo
    
    Yes
 ATTACHMENT 1
 TO
 AMENDMENT NO. 53
 Exhibit P to Master Agreement  LEAP Service Agreement
 Page 20




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LEAP SERVICE AGREEMENT
 Agreement   Effective Date NeuStar  Customer    Party Parties
 Explanatory Statements
 NPAC Master Agreements NAPM
 TNs User Data
  LEA Law Enforcement Agency
 PSAP Provider
 LNP
   Terms and Conditions
 1. DEFINITIONS
  2. INCORPORATION
  3. SERVICE
 3.1. Qualification and Continuing Qualification.
 CONFIDENTIAL




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3.2. LEAP. Service LEAP
 3.3. Manner of Access.
 3.4. LEAP Data Elements.
 SP
  Service Areas
 LEAP Data Elements.
 4. PERMITTED USES
 4.1. Customer Use.
 4.2. Compliance with Laws.
 5. RESTRICTIONS
 5.1. Confidentiality & Ownership.
 5.2. Prohibited Actions.
 6. TERM & TERMINATION
 CONFIDENTIAL




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##### 



6.1. Term. Term
 6.2. Default Termination.
     th st
 6.3. Convenience Termination by Customer. st
 6.4. Termination upon Revocation of Authority.
 6.5. Termination upon Regulatory Event.
 CONFIDENTIAL




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##### 



6.6. Effect
 7. COMPENSATION
 7.1. Payment.
 7.2. Taxes.
 8. INTELLECTUAL PROPERTY
  9. CONFIDENTIALITY
 9.1. Confidential Information. Confidential Information
 9.2. Exclusions.
 9.3. Obligations.
 CONFIDENTIAL




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9.4. Reports
 10. REPRESENTATIONS, WARRANTIES & DISCLAIMERS
 10.1. Customer.
   10.2. Disclaimers.
 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ALL SERVICES PROVIDED HEREUNDER,
INCLUDING THE LEAP DATA ELEMENTS AND ANY OTHER INFORMATION OR DATA FROM THE NPAC, ARE PROVIDED AS
IS AND AS AVAILABLE, AND NEITHER NEUSTAR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR ASSIGNS MAKE ANY REPRESENTATIONS OR WARRANTIES TO CUSTOMER OR TO ANY OTHER THIRD PARTY
INCUDING, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT
RELATING TO ANYTHING PROVIDED OR USED OR DESCRIBED HEREUNDER, ALL OF WHICH ARE HEREBY EXPRESSLY
EXCLUDED AND DISCLAIMED.
 NEITHER NEUSTAR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS MAKE
ANY REPRESENTATIONS OR WARRANTIES TO CUSTOMER OR TO ANY OTHER THIRD PARTY WITH RESPECT TO THE
SUFFICIENCY OR ADEQUACY OF THE LEAP DATA ELEMENTS, OR ANY OTHER INFORMATION OR DATA PROVIDED TO
CUSTOMER, WHETHER OR NOT PART OF THE SERVICE, IN ASSISTING WITH THE CONDUCT OF ANY INVESTIGATION
UNDER THE CUSTOMERS STATUTORY AUTHORITY, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
 11. LIABILITY
 11.1. Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT
SHALL NEUSTAR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, INCLUDING, BY
WAY OF EXAMPLE AND NOT LIMITATION, CLAIMS OF LOSS OF BUSINESS, PROFITS, USE, DATA, OR OTHER
ECONOMIC ADVANTAGE, AND ANY FINES OR OTHER LOSSES IMPOSED BY ANY GOVERNMENTAL AUTHORITY, WEHTHER
STATE OR FEDERAL, INCLUDING WITHOUT LIMITATION THE U.S. FEDERAL COMMUNICAITONS COMMISSION, FOR
FAILURE TO COMPLY WITH ANY LAW, RULE, ORDER OR REGULATION, WHETHER SUCH CLAIM IS
 CONFIDENTIAL




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##### 



CHOATE OR INCHOATE, WHETHER BY STATUTE, IN TORT, OR IN CONTRACT, INCURRED BY CUSOTMER, EVEN IF
NEUSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 11.2. Direct Damages. NEUSTARS AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE LESSER OF
(i) ACTUAL DIRECT DAMAGES, AND (ii) THE AMOUNTS ACTUALLY PAID TO NEUSTAR BY CUSTOMER IN CONNECTION
WITH THE SERVICE OVER THE PRECEDEING SIX (6) MONTHS OF THE CURRENT TERM OR RENEWAL TERM FROM THE
TIME THE EVENT RESULTING IN LIABILITY OCCURS.
 11.3. Non-liability of NAPM and Users.
 Unpaid Charges
  11.4. Force Majeure. Force Majeure Event
 12. GENERAL
 12.1. Assignment.
 CONFIDENTIAL




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##### 



12.2. Notices.
 12.3. Counterparts.
 12.4. Relationship of Parties.
 12.5. Severability and Modification.
 12.6. Consents and Approval.
 12.7. Waiver of Default.
 12.8. Cumulative Remedies.
 12.9. Survival.
 12.10. Third Party Beneficiaries.
 12.11. Governing Law & Venue.
 CONFIDENTIAL




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##### 



12.12. Waiver of Jury Trial.
 12.13. Arbitration.
 12.14. Entire Agreement
 [THIS SPACE INTENTIONALLY LEFT BLANK]
 CONFIDENTIAL




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##### 



CUSTOMER:NEUSTAR, INC.By:
    
    
    
    
    
    By:(Signature)
    
    
    
    
    
    (Signature)Printed Name:
    
    
    
    
    
    Printed Name:Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:Address:
    
    
    
    
    
    Address:
    
    46000 Center Oak PlazaSterling, Commonwealth of Virginia20166
 CONFIDENTIAL




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SCHEDULE 1
TO
LEAP SERVICE AGREEMENT
 Pricing